STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
NOMINATION AND GOVERNANCE COMMITTEE REPORT
COMMITTEE ROLE The Nomination and Governance Committee (the “Committee”) is responsible for regularly reviewing the structure, size and composition of the Board and its Committees, and where appropriate makes recommendations to the Board for the orderly succession of Executive and Non-Executive Director appointments. It oversees the refreshment of the Board and its Committees, and seeks to maintain an appropriate balance of skills, knowledge, independence, experience and diversity, taking into account the Group’s strategic priorities, its challenges and opportunities, all relevant corporate governance standards, and associated guidance on Board composition. The Committee is also responsible for keeping under review compliance with the UK Corporate Governance Code 2018 (the “Code”), monitoring emerging trends in, and consultations on, corporate governance matters, considering the potential effect on the Group’s governance arrangements and recommending any relevant changes to the Board, as appropriate, on matters including the corporate governance framework of the Group. It is responsible for overseeing the induction, training and continuous professional development of the Group’s Directors. The full responsibilities of the Committee are set out in its terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk . REVIEW OF THE YEAR The Committee’s key priority during the year was succession planning for the Board and its Committees, including the orderly transition of the Board as the longer serving Non-Executive Directors come to the end of their term. Since September 2019, there have been significant changes to the Board including my appointment as Chair, David Richardson as Group Chief Executive Officer and Andy Parsons as Group Chief Financial Officer. The Board has also welcomed new Non-Executive Directors as part of the succession plan to refresh the Board and said farewell to longer serving Directors over the past two years. The transition of the Board and induction of new Directors to ensure the smooth running of Board activities will be a key focus for the year ahead. The Committee held four scheduled meetings during the year, which focused on regular reports on succession planning, Board effectiveness and a review of the Non-Executive Directors’ skills and capabilities. The Committee also considered and recommended for Board approval, new Director appointments. The Group Chief Executive Officer and Chief People Officer were invited to attend the meetings during the year. Other Group executives and senior managers were invited to attend the meetings to report, where appropriate, on their areas of responsibility. The Committee follows an annual rolling forward agenda with standing items considered at each meeting in addition to any matters arising and topical issues which the Committee has decided to focus on. The key focus areas for the year are covered in the sections below. BOARD AND BOARD COMMITTEES’ COMPOSITION The Committee reviewed the composition and balance of the Board and Board Committees during the year. As part of this review, the Committee considered: • whether the balance between Executive and Non-Executive Directors was appropriate; • whether the structure, size and composition (including the balance of skills, knowledge, independence, experience and diversity) of the Board and membership of the Board Committees were appropriate, taking into consideration Board tenure; • the independence of Non-Executive Directors, considering the judgement, thinking and constructive challenge that they demonstrate in meetings; • whether the Board had appropriate skills and knowledge when considering the Group’s sustainability strategy and its impact on the climate; and • the progress made on the diversity and inclusion plans for the Board and compliance with the new Listing Rule on diversity and inclusion.
I am pleased to present my report on behalf of the Nomination and Governance Committee for the year ended 31 December 2022. This report outlines the main activities carried out by the Committee during the year.
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee
COMMITTEE MEMBERSHIP John Hastings-Bass Chair Paul Bishop Independent Non-Executive Director
Ian Cormack Senior Independent Director Michelle Cracknell Independent Non-Executive Director
Committee meeting attendance can be found on page 79. Biographies of Committee members can be found on pages 68 to 70.
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